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...es in Life insurance as well as Property/Casualty. Will the preferred underwr...encies Has efficient and accurate policy processing and claims service Mak...

...sions less return commissions on property and casualty insurance with an incep...e numbering of the Sellers' warranties and representations in said section 3. ...

...s in which to renew all existing property and casualty insurance business for ... EXHIBIT 14 DISCLOSURES OF THE SELLER AND STOCKHOLDER PURSUANT TO SECTION 14

... aggregate payments to be made to the Sellers by the Buyer hereunder shall be allocated and paid by the Buyer to each of the Sellers as follows: Able: 57.14 percen Baker: 42.86 percen Net Annual Commissions shall be defined as gross annual commissions less return commissions on property and casualty insurance with an inception date (or annual renewal date in the case of a policy written for a term in excess of one year) during the Experience Period, excluding, however, all so-called contingent, bonus or profit sharing commissions. Service fees ... other than "late charges" on overdue premiums) charged for the servicing of insurance or for risk management or insurance consulting service shall be deemed to be included as Net Annual Commissions. Notwithstanding the foregoing, in the case of monthly or other periodic installment billings (other than annual billings on policies written for a term in excess of one year), commissions thereon shall be deemed to be earned on the due date of the installment billing. Commissions shall be deemed fully earned as of the inception date (or annual renewal date ... , will be so at the Closing Date, and shall survive the Closing hereunder: The Sellers have full and complete right, power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of the Sellers, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency laws and other laws affecting creditors' rights and subject to the general principles of equity affecting the right to specific performance and injunctive relief. The ...

... aggregate payments to be made to the Sellers by the Buyer hereunder shall be allocated and paid by the Buyer to each of the Sellers as follows: Able: 57.14 percen Baker: 42.86 percen Net Annual Commissions shall be defined as gross annual commissions less return commissions on property and casualty insurance with an inception date (or annual renewal date in the case of a policy written for a term in excess of one year) during the Experience Period, excluding, however, all so-called contingent, bonus or profit sharing commissions. Service fees ... other than "late charges" on overdue premiums) charged for the servicing of insurance or for risk management or insurance consulting service shall be deemed to be included as Net Annual Commissions. Notwithstanding the foregoing, in the case of monthly or other periodic installment billings (other than annual billings on policies written for a term in excess of one year), commissions thereon shall be deemed to be earned on the due date of the installment billing. Commissions shall be deemed fully earned as of the inception date (or annual renewal date ... , will be so at the Closing Date, and shall survive the Closing hereunder: The Sellers have full and complete right, power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of the Sellers, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency laws and other laws affecting creditors' rights and subject to the general principles of equity affecting the right to specific performance and injunctive relief. The ...

... aggregate payments to be made to the Sellers by the Buyer hereunder shall be allocated and paid by the Buyer to each of the Sellers as follows: Able: 57.14 percen Baker: 42.86 percen Net Annual Commissions shall be defined as gross annual commissions less return commissions on property and casualty insurance with an inception date (or annual renewal date in the case of a policy written for a term in excess of one year) during the Experience Period, excluding, however, all so-called contingent, bonus or profit sharing commissions. Service fees ... other than "late charges" on overdue premiums) charged for the servicing of insurance or for risk management or insurance consulting service shall be deemed to be included as Net Annual Commissions. Notwithstanding the foregoing, in the case of monthly or other periodic installment billings (other than annual billings on policies written for a term in excess of one year), commissions thereon shall be deemed to be earned on the due date of the installment billing. Commissions shall be deemed fully earned as of the inception date (or annual renewal date ... , will be so at the Closing Date, and shall survive the Closing hereunder: The Sellers have full and complete right, power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of the Sellers, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency laws and other laws affecting creditors' rights and subject to the general principles of equity affecting the right to specific performance and injunctive relief. The ...

... agreement, [Employee] agrees to devote his full and exclusive working time and efforts on behalf of [Agency] with the exception of any teaching positions he may hold on a part-time evening basis. He shall be primarily responsible for the solicitation and production of general property and casualty insurance business for commercial and personal lines accounts, however, he shall be free to solicit all lines of insurance business including life insurance and related lines of insurance, all on behalf of [Agency] . He shall be generally available to assist in ... servicing of the needs of [Agency] 's accounts and serving as a liaison between [Agency], its markets, accounts and such account executives or employees as may be assigned to such accounts in order to assist in the retention and growth of such business. In all matters, [Employee] shall act in accordance with the basic policy decisions and operational procedures established from time to time by [Agency] . In that regard, [Agency] agrees to provide [Employee] with a copy, in writing, ... ], arising out of or relating to this contract or breach thereof, shall be submitted to and determined by the American Arbitration Association ( 'AAA') in [City, State] . The parties hereto agree that the decision rendered by the AAA will be binding, conclusive and final on the parties. The prevailing party in any arbitration proceedings hereunder shall be entitled to reimbursement from the losing party for all out of pocket expenses, including reasonable attorneys' fees sustained or incurred as a result of such arbitration proceedings. In ...

...tation and production of general property and casualty insurance business for ...led to reimbursement for such ordinary and reasonable travel and business pro

...ll lines of insurance, including property, casualty and life insurance, and WH...13. Notices. All notices, requests, demands and other communication required hereunder shall be in writing and shall be deemed to have been duly given and effective (a) on the date delivered if delivered in hand to the Producer or to the President...

... individuals, for which a Party shall write insurance business. Included in the definition of Accounts shall be all of the expirations, expiration data and files and records with respect to an Account. (b ) Insurance' shall mean and include all lines of insurance including property, casualty, life and life related lines together with surety and fidelity bonds except in instances where the word insurance' shall be specifically limited to any one or more line of business. (c ) Net Annual Commissions' shall mean gross annual commissions less return ... excluding all so-called contingent, bonus and profit sharing commissions. Included in Net Annual Commissions shall be all fees received from Accounts for the placement of insurance or other services but shall exclude so-called late charges on overdue premiums. Commissions on so-called audit premiums shall be included as Net Annual Commissions. (d ) Book Value' shall mean the stated value of all assets less depreciation but excluding goodwill, covenants not to compete, Accounts and other intangible assets less liabilities of every name and nature. Additionally, there shall be excluded from Book ... without the written consent of the Party to which it shall be coded. 3.14 Each Party shall bear its own selling and business promotion expenses. No Party shall have any authority to incur any liability in the name of or on behalf of CIS. No Party shall bind any insurance in the name of CIS except in accordance with the authorization and procedures established by CIS from time to time. 3.15 A Party shall be authorized to conduct business in its own name with or without indicating its association with CIS as it may elect; ...